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Integra brochure
(pdf - 1.6 mb)


January 25, 2012

Clarification on the Record Date for the Proposed Dividend in Specie

NEITHER THIS PRESS RELEASE NOR ANY PART OR COPY OF IT MAY BE TAKEN OR TRANSMITTED INTO THE UNITED STATES, AUSTRALIA, CANADA, JAPAN OR THE RUSSIAN FEDERATION OR DISTRIBUTED DIRECTLY OR INDIRECTLY OR REDISTRIBUTED INTO THE UNITED STATES, AUSTRALIA, JAPAN OR THE RUSSIAN FEDERATION OR TO ANY RESIDENT THEREOF.

Clarification on the Record Date for the Proposed Dividend in Specie.

On December 30, 2011 Integra Group (LSE: INTE) (“Integra Group” or the “Company”) announced the completion of the transaction to combine IGSS, the entity through which Integra Group and Schlumberger Oilfield Holdings Limited conducted their land and transition zone seismic joint venture in Russia and the CIS, with the seismic business of Geotech Oil Services Holding Limited, conducted through Geotech Holding JSC ("Geotech Holding") (the “Transaction”).
Pursuant to this announcement, Integra Group would like to make a further clarification in response to questions the Company has received from its shareholders and investors.
Following completion of the Transaction, Integra Group presently holds 36% of the entire enlarged issued share capital of IGSS. As previously announced, Integra Group intends to spin-off its 36% stake in IGSS to its eligible shareholders and eligible holders of its GDRs in proportion to such shareholders’ and Integra Group GDR holders’ respective holdings in Integra Group (the “Proposed Dividend in Specie”).
Distribution of the Proposed Dividend in Specie will occur at the same time as the admission of IGSS shares in the form of global depositary receipts (“GDRs”) to the Official List of the UK Listing Authority and to trading on the London Stock Exchange's main market for listed securities (“Proposed Admission”). The record date for the Proposed Dividend in Specie has not yet been set and will be set close to or on the date of the Proposed Admission.  The shareholders of IGSS have agreed to use all commercially reasonable endeavours to procure that the Proposed Admission takes place by 30 September 2012.
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Contacts
For further information, please contact:
Andrey Machanskis
Head of Investor Relations
Tel. +7 495 933 0621
amachanskis@integra.ru

Forward Looking Statements
Certain statements contained in this announcement in respect of Integra Group, IGSS, Schlumberger, GOSH and Geotech Holding (collectively, the “Parties”) constitute "forward-looking statements". These forward-looking statements are subject to a number of risks and uncertainties, many of which are beyond the Parties’ control and all of which are based on the Parties’ current beliefs and expectations about future events. Forward-looking statements are typically identified by the use of forward-looking terminology such as "believes", "expects", "may", "will", "could", "should", "intends", "estimates", "plans", "assumes" or "anticipates" or, in each case, their negative or other variations or comparable terminology. All statements (other than statements of historical facts) including, without limitation, those regarding Integra Group, IGSS and GOSH historical financial positions, results of operations, liquidity, prospects, growth, business strategy, plans and objectives of management for the future operations (including development plans and objectives relating to the Parties’ respective businesses) are forward-looking statements.

Such forward-looking statements involve known and unknown risks, uncertainties and other factors, which may cause the actual results, performance or achievements of each Party, or industry results, to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. Such forward-looking statements are based on numerous assumptions regarding the Parties’ present and future business strategies and the environment in which the Parties will operate in the future. Such risks, uncertainties could cause actual results to vary materially from the future results indicated, expressed or implied in such forward-looking statements.

The forward-looking statements contained in this document speak only as at the date of this document. Except to the extent required by applicable law, the Financial Services Authority (“FSA”), the London Stock Exchange, the Listing Rules or the Disclosure Rules and Transparency Rules of the FSA, Integra Group expressly disclaims any obligation or undertaking to release publicly any updates or revisions to any forward-looking statements contained in this document to reflect any change in Integra Group’s or any other Party’s expectations with regard thereto or any change in events, conditions or circumstances on which any such statement is based.
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IMPORTANT NOTICE
THE INFORMATION CONTAINED HEREIN DOES NOT CONSTITUTE OR FORM PART OF ANY OFFER OR INVITATION TO PURCHASE, OTHERWISE ACQUIRE, SUBSCRIBE FOR, SELL, OTHERWISE DISPOSE OF OR ISSUE, OR ANY SOLICITATION OF ANY OFFER TO SELL, OTHERWISE DISPOSE OF, ISSUE, PURCHASE, OTHERWISE ACQUIRE OR SUBSCRIBE FOR ANY SECURITY IN ANY JURISDICTION, NOR SHOULD ANY PART OF IT NOR THE FACT OF ITS DISTRIBUTION FORM PART OF OR BE RELIED ON IN CONNECTION WITH ANY CONTRACT OR INVESTMENT DECISION RELATING THERETO, NOR DOES IT CONSTITUTE A RECOMMENDATION REGARDING THE SECURITIES OF INTEGRA GROUP OR IGSS.
THE INFORMATION CONTAINED HEREIN IS NOT FOR PUBLICATION OR DISTRIBUTION IN OR INTO THE UNITED STATES. NEITHER THIS ANNOUNCEMENT NOR ANY COPY OF IT MAY BE TAKEN OR DISTRIBUTED OR PUBLISHED, DIRECTLY OR INDIRECTLY, IN THE UNITED STATES. THE MATERIAL SET FORTH HEREIN IS FOR INFORMATION PURPOSES ONLY AND IS NOT INTENDED, AND SHOULD NOT BE CONSTRUED, AS AN OFFER OF SECURITIES FOR SALE IN THE UNITED STATES. THE SECURITIES DESCRIBED HEREIN HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE SECURITIES ACT, OR THE LAWS OF ANY STATE OF THE UNITED STATES, AND MAY NOT BE OFFERED OR SOLD WITHIN THE UNITED STATES, EXCEPT PURSUANT TO AN EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND APPLICABLE STATE LAWS. THERE WILL BE NO PUBLIC OFFER OF SECURITIES IN THE UNITED STATES.
THE INFORMATION CONTAINED HEREIN IS NOT AN OFFER, OR AN INVITATION TO MAKE ANY OFFER, SELL, PURCHASE, EXCHANGE OR TRANSFER ANY SECURITIES IN RUSSIA OR TO OR FOR THE BENEFIT OF ANY RUSSIAN PERSON, AND DOES NOT CONSTITUTE AN ADVERTISEMENT OR OFFERING OF SECURITIES IN RUSSIA WITHIN THE MEANING OF RUSSIAN SECURITIES LAWS AND MUST NOT BE PASSED ON TO THIRD PARTIES OR OTHERWISE BE MADE PUBLICLY AVAILABLE IN RUSSIA. THE SECURITIES ARE NOT INTENDED FOR “OFFERING”, “PLACEMENT” OR “CIRCULATION” IN RUSSIA, EXCEPT AS PERMITTED BY RUSSIAN LAW (EACH AS DEFINED IN RUSSIAN SECURITIES LAWS).
ANY FAILURE TO COMPLY WITH THESE RESTRICTIONS MAY CONSTITUTE A VIOLATION OF THE SECURITIES LAWS OF ANY SUCH JURISDICTION.